EXHIBIT 3.1
FORM OF COMMON STOCK PURCHASE AGREEMENT
BBMF CORPORATION
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is made and
entered into as of September 27, 2004, by and between BBMF Corporation, a Nevada
corporation (the "Company"), and Atlus Co. Ltd., a company organized under the
laws of Japan (the "Purchaser").
RECITALS
A. The Purchaser and the Company desire to specify the terms and
conditions of Purchaser's equity participation in the Company.
THE PARTIES AGREE AS FOLLOWS:
1. ISSUANCE OF SHARES; PURCHASE PRICE. The Purchaser hereby purchases
and the Company hereby sells 1,600,000 shares of the Company common stock (the
"Shares") at a purchase price consisting of US$3.50 per share, or US$5,600,000
in the aggregate, payable in cash.
2. RESTRICTIONS ON RESALE OF SHARES.
2.1 LEGENDS. The Purchaser understands and acknowledges that the Shares
are not registered under the Securities Act of 1933 (the "Act"), and that under
the Act and other applicable laws the Purchaser may be required to hold such
Shares for an indefinite period of time or until an exemption from such
registration is available. Each stock certificate representing Shares shall bear
the following legends:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OF SUCH
SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE
ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY
FOR SUCH TRANSFER TO COMPLY WITH THE ACT.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A LOCK-UP AGREEMENT
ENTERED INTO BY THE HOLDER OF SUCH SECURITIES PURSUANT TO WHICH SUCH
SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, OR OTHERWISE
DISPOSED OF PRIOR TO SEPTEMBER ___, 2005, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE ISSUER, EXCEPT IN ACCORDANCE WITH THE TERMS OF THE
LOCK-UP AGREEMENT. STOP TRANSFER INSTRUCTIONS CONSISTENT WITH THE
LOCK-UP AGREEMENT HAVE BEEN ISSUED TO THE ISSUER'S TRANSFER AGENT. A
COPY OF THE LOCK-UP AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE
ISSUER."
2.2 LOCK-UP. The Purchaser agrees that it will not on or before one
year from the date that the Common Shares are issued to the Purchaser (the
"Lock-up Period") directly sell, or indirectly sell, offer, contract to sell,
transfer the economic risk of ownership in, make any short sale, pledge or
otherwise dispose of the Shares without the prior written consent of the
Company. The Company may impose stop transfer instructions with respect to
securities subject to the foregoing restrictions until the end of such one year
Lock-up Period.
3. REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE PURCHASER. The Purchaser
hereby represents, warrants, acknowledges and agrees that:
3.1 AUTHORIZATION. When executed and delivered by Purchaser, and
assuming execution and delivery by the Company, the Agreement will constitute a
valid obligation of the Purchaser, enforceable in accordance with its terms.
3.2 INVESTMENT. The Purchaser is acquiring the Shares for the
Purchaser's own account, and not directly or indirectly for the account of any
other person. The Purchaser is acquiring the Shares for investment and not with
a view to distribution or resale thereof except in compliance with the Act and
any applicable U.S. state law regulating securities.
3.3 ACCESS TO INFORMATION. The Purchaser has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of the
Company with respect to the terms and conditions of the transactions
contemplated hereby and with respect to the business, affairs, financial
condition and results of operations of the Company. The Purchaser has had access
to such financial and other information as is necessary in order for the
Purchaser to make a fully informed decision as to investment in the Company, and
has had the opportunity to obtain any additional information necessary to verify
any of such information to which the Purchaser has had access.
3.4 PRE-EXISTING RELATIONSHIP. The Purchaser further represents and
warrants that it has either (i) a pre-existing relationship with the Company or
one or more of its officers or directors consisting of personal or business
contacts of a nature and duration which enable him to be aware of the character,
business acumen and general business and financial circumstances of the Company
or the officer or director with whom such relationship exists or (ii) such
business or financial expertise as to be able to protect its own interests in
connection with the purchase of the Shares.
3.5 SPECULATIVE INVESTMENT. The Purchaser's investment in the Company
represented by the Shares is highly speculative in nature and is subject to a
high degree of risk of loss in whole or in part; the amount of such investment
is within the Purchaser's risk capital means and is not so great in relation to
the Purchaser's total financial resources as would jeopardize the personal
financial situation of the Purchaser in the event such investment were lost in
whole or in part.
3.6 UNREGISTERED SECURITIES.
(a) The Purchaser must bear the economic risk of investment for an
indefinite period of time because the Shares have not been registered under the
Act and therefore cannot and will not be sold unless they are subsequently
registered under the Act or an exemption from such registration is available.
The Company has made no agreements, covenants or undertakings whatsoever to
register any of the Shares under the Act. The Company has made no
representations, warranties or covenants whatsoever as to whether any exemption
from the Act, including, without limitation, any exemption for limited sales in
routine brokers' transactions pursuant to Rule 144 under the Act, will become
available and any such exemption pursuant to Rule 144, if available at all, will
not be available unless: (i) a public trading market then exists in the
Company's common stock, (ii) adequate information as to the Company's financial
and other affairs and operations is then available to the public, and (iii) all
other terms and conditions of Rule 144 have been satisfied.
(b) Transfer of the Shares has not been registered or qualified
under any applicable U.S. state law regulating securities and therefore the
Shares cannot and will not be sold unless they are subsequently registered or
qualified under any such act or an exemption therefrom is available. The Company
has made no agreements, covenants or undertakings whatsoever to register or
qualify any of the Shares under any such act. The Company has made no
representations, warranties or covenants whatsoever as to whether any exemption
from any such act will become available.
3.7 ACCREDITED INVESTOR. The Purchaser presently qualifies as an
"accredited investor" within the meaning of Regulation D of the rules and
regulations promulgated under the Act.
3.8 BROKERS AND FINDERS. The Purchaser has not retained any investment
banker, broker, or finder in connection with the transactions contemplated in
this Agreement.
4. TAX ADVICE. The Purchaser acknowledges that the Purchaser has not relied and
will not rely upon the Company with respect to any tax consequences related to
the ownership, purchase, or disposition of the Shares. The Purchaser assumes
full responsibility for all such consequences and for the preparation and filing
of all tax returns and elections which may or must be filed in connection with
such Shares.
5. NOTICES. Any notice or other communication required or permitted hereunder
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally or five (5) days after mailing if mailed in the
official mails of the jurisdiction of mailing, certified or registered with
return receipt requested, postage prepaid, and addressed as follows:
To the Company at: Xxxx 0000, 00xx Xxxxx
Xxxxx Resources Xxxxxxxx
00 Xxxxxxx Xxxx
Xxx Xxxx, Xxxx Xxxx SAR
To the Purchaser at: The address listed after his or her signature
6. BINDING EFFECT. This Agreement shall be binding upon the heirs, legal
representatives and successors of the Company and of the Purchaser; provided,
however, that the Purchaser may not assign any rights or obligations under this
Agreement. The Company's rights under this Agreement shall be freely assignable.
7. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada applicable to contracts entered
into and to be performed entirely within the State of Nevada by residents of the
State of Nevada.
8. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
parties pertaining to the Shares and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties.
9. GOVERNING LANGUAGE. This Agreement is written in the English language, and
the English language version of this Agreement shall govern and control. The
Japanese language version of this Agreement is for reference only.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the parties hereto have executed the Common Stock Purchase
Agreement in 3 copies executed by their duly authorized representatives as of
the date first above written.
BBMF CORPORATION
By:
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Title:
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ATLUS CO. LTD.
By:
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Title:
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Address: 0-0 Xxxxxxxxxx
Xxxxxxxx-Xx
Xxxxx, 000-0000 Xxxxx
